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Research Corporation 



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CERTIFICATE OF INCORPORATION AND BY-LAWS 



ORGANIZED FEBRUARY 26, 1912 



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By Transfer 
Dept. of Oomoaerot 






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Research Corporation 



5 Office— 63 Wall Street 



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New York 

OFFICERS 

President, Elon H. Hooker 

Vice-President, - - - - Hennen Jennings 

Secretary, - - - - - Lloyd N. Scott 

Treasurer, Benjamin B. Lawrence 

Assistant Treasurer, - - - Columbia Trust Co. 

DIRECTORS 

to serve until 1917 

Charles D. Walcott John B. Pine 

Frederick A. Goetze Otto Kahn 

Benjamin B, Lawrence 

to serve until 1918 

William Barclay Parsons Hennen Jennings 
Elon H. Hooker Geo. W. Perkins 

James J. Storrow 

to serve until 1919 

T. Coleman du Pont Charles A. Stone 

Arthur D. Little George F. Kunz 



John B. Pine, Counsel 
Dated February i, 191 6 



Certificate of incorporation 



THIS IS TO CERTIFY that we, the undersigned, all 
being persons of full age and all citizens of the United States 
and all of whom are residents of the State of New York, 
desiring to form a stock corporation for the purpose of aiding 
and encouraging technical and scientific research as hereinafter 
more particularly described, pursuant to the provisions of the 
General Corporation Law, the Business Corporations Law and 
the Stock Corporation Law of the State of New York, do 
hereby make, sign, acknowledge and file the following cer- 
tificate : 

First : The name of the proposed corporation shall be 

" Rejsearch Corporation.'* 

Second : The purposes of the proposed corporation are : 
(a) To receive by gift and to acquire by purchase or 
otherwise, inventions, patent rights and letters patent either of 
the United States or foreign countries, and to hold, manage, 
use, develop, manufacture, install and operate the same, and to 
conduct commercial operations under or in connection with the 
development of such inventions, patent rights and letters 
patent and to sell, license or otherwise dispose of the same, 
and to collect royalties thereon, and to experiment with and 
test the validity and value thereof, and to render the same 
more available and effective in the useful arts and manufactures 
and for scientific purposes and otherwise. 

(3) To provide means for the advancement and extension 
of technical and scientific investigation, research and experi- 
mentation by contributing the net earnings of the corporation, 
over and above such sum or sums as may be reserved or retained 
and held as an endowment fund or working capital, and also 
such other moneys and property belonging to the corporation 
as the Board of Directors shall from time to time deem proper, 
to the Smithsonian Institution, and such other scientific and 
educational institutions and societies as the Board of Directors 
may from to time select in order to enable such institutions 
and societies to conduct such investigation, research and 
experimentation. 

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(c) To receive, hold and manage, and dispose of such 
other moneys and property, including the stock of this and of 
any other corporation, as may from time to time be given to 
or acquired by this corporation in the furtherance of its cor- 
porate purposes, and to apply the same and the proceeds or 
income thereof, to the objects specified in the preceding 
paragraph. 

Third : The amount of the capital stock is Twenty thou- 
sand dollars ($20,000), and the amount of capital with which 
the corporation shall begin business is One thousand dollars 
($1,000). 

Fourth : The number of shares of which the capital 
stock shall consist is Two hundred (200) of the par value of 
One hundred dollars ($100) each. No dividends shall be 
declared or paid thereon, and the entire net profits earned by 
said capital stock shall be applied to or expended for the afore- 
said purposes. 

Fifth : The principal ofiBce and place of business of the 
corporation is to be located in the Borough of Manhattan, City, 
County and State of New York, but it shall have power to 
carry on its work and do business in any state, territory or 
dependency of the United States, or in the District of 
Columbia, or in any foreign country. 

Sixth : The duration of the corporation shall be per- 
petual. 

Seventh : The number of Directors of the corporation 
shall be fifteen, and they need not be stockholders. They 
shall have power to manage the affairs of the corporation, to 
make, amend and repeal such by-laws and regulations not 
inconsistent with the laws of this State or the United States, 
as they deem proper, and to appoint and employ such ofiScers 
and employees as they consider necessary; and they may 
by by-laws or resolutions designate five or more Directors as 
an Executive Committee, with power to exercise all the rights 
and perform all the duties of the Board, which may be lawfully 
delegated in the management of the business of the corporation. 



Eighth : The names and post office addresses and places 
of residence of the Directors for the first year are : 

NAMES. p. O. ADDRESSES AND RESIDENCES. 

William L. Dudley, .... Nashville, Tennessee. 
T. Coleman du Pont, . . . Wilmington, Delaware. 
Frederick A. Goetze, 411 West 117th Street, New York City. 
Elon H. Hooker, . 512 Fifth Avenue, New York City. 

Hennen Jennings, . Washington, District of Columbia. 

Charles KirchhofiF, 244 Riverside Drive, New York City. 

Benjamin B. Lawrence, 170 West 59th Street, New York City. 
Arthur D. Little, . . . Brookline, Massachusetts. 
John B. Pine, . . 24 Gramercy Park, New York City. 

Lloyd N. Scott, . 1 1 East 44th Street, New York City. 

Charles A. Stone, . . . Plymouth, Massachusetts. 

James J. Storrow, .... Boston, Massachusetts. 
Elihu Thomson, . . . Swampscott, Massachusetts. 
Charles D. Walcott, . . Washington, District of Columbia. 
Mark S. Reardon, 3rd, . 170 Keap Street, Brooklyn, N. Y. 

Ninth : The said Directors shall, at their first meeting 
classify themselves with respect to the time for which they 
shall severally hold office by dividing themselves into three 
classes, each consisting of one- third of the whole number of 
the Board of Directors. The Directors of the first class shall 
serve for a term of one year ; the Directors of the second class 
for a term of two years ; and the Directors of the third class for 
a term of three years ; and at each annual election the succes- 
sors to the class of Directors whose term shall expire in that 
year shall be elected to hold office for the term of three years, 
so that the term of office of one class of Directors shall expire 
in each year. 

Tenth : The names and post-office addresses and places 
of residence of the subscribers and the number of shares which 
each agrees to take in the corporation are as follows : 

NAMES. ADDRESSES. SHARES. 

Frederick A. Goetze, 411 West 117 St., N. Y. City. Three. 
Elon H. Hooker, 512 Fifth Ave., N. Y. City. Four. 

Charles Kirchhoff, 244 Riverside Drive, N. Y. City. Three. 



In Witness WherKof, the undersigned have executed 
this certificate the i6th day of February, 19 12. 

FREDERICK A. GOETZE, 

ELON HUNTINGTON HOOKER, 

CHARLES KIRCHHOFF. 



County of New York, 
State oe New York 



Jss.: 



On this 1 6th day of February, 19 12, before me personally 
came Frederick A. Goetze, Elon Huntington Hooker 
and Charles Kirchhoff, to me known to be the individuals 
described in and who executed the foregoing Certificate of 
Incorporation, and severally acknowledged that they executed 
the same. 

LI.OYD N. SCOTT, 

Notary Public^ 
(seal) Reg. 3065. New York County. 

County Clerk no. 

Filed in the office of the Secretary of State of the State of 
New York on the 26th day of February, 191 2, and in the oflSce 
of the Clerk of the County of New York on the 27th day of 
February, 19 12. 



BY-LAWS 

ARTICI.H I. 

Stockhoi^ders* Meetings. 

Sec. 1. The annual stockholders' meeting of the Corpora- 
tion shall be held on the third Friday of January in each year 
at the ofiSce of the Corporation, at two o'clock in the afternoon, 
or at such other hour and place in the State of New York as 
the Board of Directors may determine. 

Sec. 2. At each such annual meeting five Directors shall 
be elected to succeed the Directors whose terms have expired, 
or are about to expire, to serve for a term of three years, and 
such other Directors as may be necessary to fill vacancies in 
the Board of Directors caused by resignation or otherwise, for 
the unexpired terms. . 

Sec. 3. At least one month before each annual meeting 
the Secretary shall mail to each Director a list of the Directors, 
indicating those whose terms are about to expire and existing 
vacancies, with a request that nominations be submitted at 
least fifteen days before the date of the annual meeting. 

Sec. 4. Notice of annual meetings either written or 
printed, or partly written or partly printed, shall be mailed or 
delivered ten days before each such meeting to each Director, 
addressed to him at his postoflSce address appearing upon the 
books of the Corporation, and such notice shall state that 
proxies to vote the stock of the Corporation will be elected at 
such meeting in accordance with Article II, Section 9 of the 
By-laws. A list of nominations for Directors shall accompany 
every such notice. It shall not be necessary to publish a notice 
of such meeting. 

Sec. 5. Special stockholders' meetings except as other- 
wise required by statute, may be called at any time by the 
President, to be held at such time and place as the President 
may determine. It shall also be the duty of the President, 
or, in his absence, of the Vice-President, to call special meetings 
of the stockholders whenever requested in writing so to do by 



three Directors ; and in case of a refusal or neglect to comply 
with such request within ten days the Secretary shall call 
such meeting. 

Sec. 6. Notice of special meetings shall be given by 
mailing or delivering a notice thereof to each Director, and 
addressed to him at his post-ofl5ce address appearing upon the 
books of the Corporation, at least ten days before such meeting. 
Such notice shall briefly state the object of said meeting, and 
that proxies will be elected to vote the stock of the Corporation 
as to such object. No business not so stated shall be considered 
at such meeting, except by unanimous consent. 

Sec. 7. At all stockholders' meetings, at least a majority 
of the outstanding capital stock of the Corporation, represented 
in person or by proxy, shall be necessary to constitute a quorum. 

Sec. 8. If for any reason the annual stockholders' 
meeting shall not be held as hereinbefore provided, such annual 
meeting shall be called on a date fixed by the Board of Directors 
or the Executive Committee. 

Sec. 9. At all stockholders' meetings the following 
order of business shall be observed, so far as consistent with 
the purposes of the meeting, viz. : 

Reading of Minutes. 
Report of the Treasurer. 
Report of the Secretary. 
Reports of Committees. 
Election of Directors. 
Miscellaneous Business. 

Sec. 10. Every stockholder entitled to vote at any meet- 
ing may so vote by proxy provided that such proxy be executed 
in writing by the stockholder or by his dnly authorized attorney 
or by the secretary of the corporation owning the stock. No 
proxy shall be valid after the expiration of eighteen months 
from the date of its execution. 

Sec. 11. At all meetings for the election of Directors, 
two inspectors of election shall be first elected by a majority 
of all the stock represented at the meeting. Such Inspectors 
shall qualify as required by law. 

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ARTICLE II. 
Board of Directors. 

Sec. 1. The affairs of the Corporation shall be managed 
by a board of fifteen Directors, who shall be chosen only at the 
annual stockholders' meeting, except as herein otherwise 
provided. The election of such Directors shall be held as 
provided by law. 

Sec. 2. The Directors named in the certificate of incor- 
poration shall at their first meeting divide themselves by lot 
into three classes, of five Directors in each class, to serve 
respectively for one, two and three years. 

Sec. 3- In case of a vacancy by death, resignation or 
otherwise in the Board of Directors between the time of the 
annual meetings, the remaining Directors shall fill the vacancy 
or vacancies by choosing as many persons as may be necessary 
to fill the same, and the person or persons so chosen shall be 
Directors and hold ofiSce until the next annual stockholders' 
meeting and until their successors are elected. 

Sec. 4. Any Director may be removed from his oflSce for 
cause, and after notice by an affirmative majority vote of the 
other Directors, and the remaining Directors shall immediately, 
after such vote, declare the office of such Director vacant, and 
the vacancy so created shall be filled in the same manner as 
any other vacancy. 

Sec. 5. The annual meeting of the Board shall be held 
immediately after the annual stockholders' meeting. Other 
meetings of the Board of Directors may be called by the 
President, or in his absence by the Vice-President, at any time 
on five days' notice, and it shall be his duty to call such meet- 
ing when so requested by two members of the Board. In case 
of his refusal or neglect to call a meeting when so requested, 
any three Directors may call such a meeting. Five Directors 
shall constitute a quorum at any meeting of the Board. 

Sec. 6. The order of business at meetings of the Board 
shall be as follows : 

1. Reading of the Minutes. 

2. Report of the Treasurer. 

3. Report of the Executive Committee. 

4. Reports of Special Committees. 

5. Unfinished business. 

6. Miscellaneous business. 



Sec. 7. No director as such shall receive any salary or 
compensation for his services. 

Sec. 8. The Board, at its annual meeting, shall elect a 
President, a Vice-President, a Secretary, a Treasurer, and such 
other officers as they may deem necessary. One person may 
hold the offices of both Secretary and Treasurer. 

Sec. 9. The Board shall also elect proxies to vote the 
stock owned and held by the corporation at the next annual 
stockholders' meeting, and in case the Board shall omit or 
refuse to elect such proxies at its annual meeting, a special 
meeting of the Board shall be called for this purpose in advance 
of the next annual stockholders' meeting, and the Board shall 
instruct such proxies to vote for such Directors to fill vacancies 
as may be selected by a majority of the Directors present. The 
Board may also from time to time elect proxies to vote at 
special stockholders' meetings as instructed by the Board. 

Sec. 10. The Board shall from time to time appoint a 
manager and such other officers, agents and employees of the 
Corporation as they may deem necessary. Such officers, agents 
and employees shall respectively have such powers and perform 
such duties in the management of the property and affairs of 
the Corporation as usually pertain to their respective offices, 
or as prescribed by the Board, subject always to the control of 
the Board ; and the Board may require any such officer, agent 
or employee to give security for the faithful performance of his 
duty, and may remove him at pleasure. 

Sec. 11. The Board may adopt, and from time to time 
amend, repeal and add to such rules and regulations for the 
conduct of their meetings and the management of the affairs 
of the Corporation as they may deem proper and which are 
not inconsistent with the laws of the State of New York or of 
these by-laws. 

ARTICLE III. 
Officers. 

Sec. 1. The officers of the Corporation shall be a Presi- 
dent, a Vice-President, a Treasurer and a Secretary, who shall 
be elected by the Directors by ballot from the members of the 
Board, to serve for a term of one year. All vacancies occurring 

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in such offices shall be filled by the Board for the unexpired 
term. The Board may also from time to time appoint a trust 
company to serve as Assistant Treasurer and to act as deposi- 
tary of the funds of the Corporation, to hold office during the 
pleasure of the Board, with such powers as may be prescribed 
by the By-Laws or by resolution of the Board or of the 
Executive Committee. 

Sec. 2. The President, or, in his absence, the Vice- 
President, shall preside at meetings of the stockholders and of 
the Board of Directors, and shall perform the usual duties of a 
presiding officer. The President or Vice-President shall sign 
all certificates of stock issued in the name of the Corporation. 

Sec. 3. The Treasurer shall have general charge of the 
investment and safe-keeping of the property and funds of the 
Corporation and of the disposition thereof, and shall see that 
all moneys and securities belonging to the Corporation are de- 
posited with the Assistant Treasurer and duly accounted for as 
provided for in the following section. It shall be the duty of 
the Treasurer to present a report of the receipts and expendi- 
tures of the preceding year, of the funds and assets of the 
Corporation, and of the manner in which the funds are invested 
at the annual meeting and at such other times as the Executive 
Committee may direct. 

Sec. 4. The Assistant Treasurer shall be a trust com- 
pany and shall be charged with the following powers and duties 
under the direction of the Treasurer : 

(a) The custody and safe keeping of money and securi- 
ties belonging to the Corporation, and the collection of income 
and other moneys due to the Corporation, with power to receipt 
for the same, and to endorse for deposit all checks payable to 
the order of the Corporation or the Treasurer. 

(b) The investment and reinvestment of capital under the 
direction of the Executive Committee. 

(c) The disbursements of the funds of the Corporation 
under the direction of the Board of Directors or of the Execu- 
tive Committee, and such disbursements shall be made either 
pursuant to resolutions adopted by the Board or by the Execu- 

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tive Committee and filed with the Assistant Treasurer or upon 
the written approval of the Treasurer or Secretary, and a 
member of the Executive Committee. 

{d) The keeping of proper books of account and render- 
ing statements of receipts and disbursements together with trial 
balances and such further accountings or statements as may 
from time to time be called for by the Treasurer or the Execu- 
tive Committee. 

{e) Such other duties as may be specifically assigned by 
the Board or the Executive Committee. 

Sejc. 5. The Secretary shall keep a stock book, a sub- 
scription list book showing the names of the stockholders and 
the amount of capital remaining to be paid upon their respective 
subscriptions, and shall also keep a membership book in which 
shall be entered the names and postoffice addresses of the stock- 
holders of the Corporation. The Secretary shall also be the 
transfer agent of the Corporation for the transfer of all cer- 
tificates of stock, and shall sign all such certificates. He shall 
also keep the seal of the Corporation and aflSx the same to all 
certificates of stock and such other instruments requiring its 
seal as may be directed by the Board of Directors or the 
Executive Committee. The Secretary shall also keep the 
minute book of meetings of the stockholders and Directors, 
issue notices of meetings, and perform such other duties as 
may be required by the Board of Directors. 

ARTICI.E IV. 
Committees. 
Sec. 1. At the annual meeting of the Board, or as soon 
thereafter as possible there shall be elected five Directors to 
constitute an Executive Committee for the ensuing year. Three 
members of such Committee shall constitute a quorum at its 
meetings. 

Sec. 2. The Committee shall have the charge and man- 
agement of the affairs and business of the Corporation, and 
during the intervals between the meetings of the Board shall 
have and exercise all the powers of the Board incident thereto. 

Sec. 3. The Committee shall keep minutes of its meet- 
ings and submit the same at each meeting of the Board. 

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Skc. 4. At least two weeks before the annual meeting the 
President, or in his absence the Vice-President, shall appoint a 
committee of two Directors to audit the accounts of the 
Corporation and to report at the next succeeding annual stock- 
holders' meeting. Such Committee shall have power to employ 
a certified public accountant to make such audit. 

ARTICI.E V. 

Stock. 

Sec. 1. Certificates of stock of the Corporation shall not 
be transferred, sold, assigned or pledged except subject to such 
limitations and restrictions as may be agreed upon by the 
stockholders and the corporation, provided, however, that when 
so authorized such transfer, sale, assignment or pledge shall be 
made by an endorsement to the proper effect in writing on the 
back of the certificate, and delivery of such certificate by the 
transferrer to the transferee, and payment of the transfer tax ; 
but until notice given of such transfer to the Secretary of the 
Corporation, and the surrender of the outstanding certificate 
of stock for cancellation, and the payment of the transfer tax, 
and the issue of a new certificate in lieu of that surrendered, 
the Corporation may regard and treat the transferrer as being 
still the owner of the stock. 

Sec. 2. AH such surrendered certificates shall be marked 
cancelled, with the date of cancellation, by the Secretary, and 
each shall be immediately pasted into the stock certificate book 
opposite the entry of its issue. 

Sec. 3. The Corporation shall not purchase its own stock 
except from its surplus earnings unless such purchase is made 
for the purpose of the immediate sale and reissue thereof, and 
no such purchase shall be made if the capital of the Corporation 
will be thereby impaired. 

ARTICLE VI. 

M1SCE1.LANEOUS. 

Sec. 1. The fiscal year of the Corporation shall begin on 
January 1 and terminate on December 31. 

Sec. 2. No debts shall be contracted or liability incurred 
or contract made and entered into by and in behalf of this 

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Corporation by any officer or agent thereof unless the same 
be authorized and directed by the Board of Directors or the 
Executive Committee. 

Sec. 3. The seal of the Corporation shall be in the form 
of a circle, containing the inscription, Research Corporation, 
New York, surrounding the inscription, Corporate Seal 1912. 

Sec. 4. These By-Laws may be amended at any meet- 
ing of the stockholders or of the Board of Directors, as the case 
may be, by unanimous vote, or, by a two-thirds vote when 
fifteen days' previous notice of the proposed amendment has 
been mailed or delivered to each stockholder or Director, 
provided that no amendment adopted by the Board of Directors 
regulating the election of Directors or officers shall be valid 
unless published as required by law. A copy of any amend- 
ment to the by-laws shall be sent to each stockholder and each 
Director within ten days after its adoption. 

Sec. 5. There shall be an Advisory Board, consisting of 
such former directors, stockholders and others as the Board of 
Directors may from time to time elect. The Advisory Board 
shall be a consultative body only and meetings thereof shall be 
held when and as requested by the Board of Directors. Copies 
of the printed reports and other publications of the Corporation 
shall be sent to members of the Advisory Board. 



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